JUST ENERGY ANNOUNCES INTENTION TO REDEEM ITS 5.75% CONVERTIBLE DEBENTURES DUE SEPTEMBER 30, 2018
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Feb. 12, 2018 (GLOBE NEWSWIRE) -- Just Energy Group Inc. (“Just Energy” or the "Company"), a leading retail energy provider specializing in electricity and natural gas commodities, energy efficiency solutions, and renewable energy options, announced today that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”) co-led by CIBC Capital Markets and National Bank Financial Inc., pursuant to which Just Energy has agreed to issue, on a “bought deal” basis, $100,000,000 aggregate principal amount of convertible unsecured senior subordinated debentures (the “Debentures”) at a price of $1,000 per Debenture (the "Offering"). The Debentures will bear interest from the date of issue at 6.75% per annum, with interest payable semi-annually in arrears on March 31 and September 30 of each year (each an "Interest Payment Date") commencing on September 30, 2018. The Debentures will mature on March 31, 2023 (the "Maturity Date").
Just Energy has granted to the Underwriters an over-allotment option (the “Over-Allotment Option ”) to purchase up to an additional $15,000,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.
Just Energy intends to use the net proceeds from the Offering to redeem the Company’s 5.75% Unsecured Subordinated Convertible Debentures due September 30, 2018 (the “2018 Convertible Debentures”) following closing of the Offering, and to use the excess, if any, for general corporate purposes.
Each $1,000 principal amount of the Debentures will be convertible at the option of the holder at any time prior to the close of business on the earlier of the Maturity Date and the last business day immediately preceding the date fixed for redemption, into 112.3596 common shares of Just Energy, representing a conversion price of $8.90 per common share (the "Conversion Price"), subject to certain anti-dilution provisions. Holders who convert their Debentures will receive accrued and unpaid interest for the period from and including the latest Interest Payment Date to, but excluding, the date of conversion.
The Debentures will not be redeemable at the option of the Company on or before March 31, 2021. After March 31, 2021 and prior to March 31, 2022, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 30 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares of Just Energy on the Toronto Stock Exchange (the “TSX”) for the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is at least 125% of the Conversion Price. On or after March 31, 2022, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 30 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest.
The Debentures will be offered by Just Energy in each of the provinces of Canada by way of a prospectus supplement to the Company’s short form base shelf prospectus dated January 4, 2018. Closing of the Offering is expected to occur on or about February 22, 2018. Completion of the Offering is subject to the satisfaction or waiver of various conditions, such as the receipt of normal regulatory approvals, including approval of the TSX and the New York Stock Exchange and the consent of Just Energy’s lenders.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Just Energy in the United States nor shall there be any offer, solicitation or sale of the Debentures in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. The Debentures described in this news release (and any common shares of Just Energy issued upon the conversion, redemption or maturity of the Debentures) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state and may not be offered, sold or delivered in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state or other jurisdictions’ securities laws.
About Just Energy Group Inc.
Established in 1997, Just Energy (NYSE:JE) (TSX:JE) is a leading retail energy provider specializing in electricity and natural gas commodities, energy efficiency solutions, and renewable energy options. With offices located across the United States, Canada, the United Kingdom, Ireland, Germany and Japan, Just Energy serves approximately 1.5 million residential and commercial customers providing homes and businesses with a broad range of energy solutions that deliver comfort, convenience and control. Just Energy Group Inc. is the parent company of Amigo Energy, Green Star Energy, Hudson Energy, Just Energy, Tara Energy and terrapass.
Just Energy's press releases may contain forward-looking statements including statements pertaining to the closing of the Offering and the timing thereof, the use of proceeds of the Offering and any exercise of the Over-Allotment Option , and the repayment of the 2018 Convertible Debentures. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the failure to satisfy any of the conditions to the completion of the Offering, levels of customer natural gas and electricity consumption, rates of customer additions and renewals, rates of customer attrition, fluctuations in natural gas and electricity prices, changes in regulatory regimes and decisions by regulatory authorities, competition and dependence on certain suppliers. Additional information on these and other factors that could affect Just Energy's operations, financial results or dividend levels are included in Just Energy's annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at www.sedar.com, on the U.S. Securities Exchange Commission’s website at www.sec.gov or through Just Energy's website at www.justenergygroup.com.
Neither the Toronto Stock Exchange nor the New York Stock Exchange has approved nor disapproved of the information contained herein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chief Financial Officer
Phone: (713) 933-0895